Common use of Form of Investment Request Clause in Contracts

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association, effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100% $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By:____________________________ Name: Title: Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association, effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Amount:[___________________________________]/2 Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100100.00% $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By:____________________________ Name: Title: Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association, effect an Investment from it pursuant to the following instructions: Investment Date:: [________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Amount: [___________________________________] 2/ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100% $ Account to be credited: [bank name] ABA No.[ . [_____________________________________] Account No. [_________________________________] Reference No.[ . [_______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By:: ____________________________ Name: Title: Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association, effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100% $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By:____________________________ Name: Title: Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” Mizuho Bank, Ltd., as Structuring Agent, and Bank of America, National Association, a national banking associationas Administrative Agent, effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100100 % $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. 2 At least $5,000,000 and in integral multiples of $1,000,000. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 5.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ARROW ELECTRONICS FUNDING CORPORATION Dated: By: Name: Title: Exhibit E Form of Optional Reduction Notice Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.13 of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” Mizuho Bank, Ltd., as Structuring Agent, and Bank of America, National Association, as Administrative Agent, effect an optional reduction of Net Investment pursuant to the following instructions: Optional Reduction Date:[______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By] Optional Reduction Amount:[____________________________ ________] Optional Reduction Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Reduction Amount Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100 % $ Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. ARROW ELECTRONICS FUNDING CORPORATION Dated: By: Name: Title: Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:

Form of Investment Request. Arrow Electronics Funding Corporation Thoroughbred Funding, Inc. (the “"SPV”"), pursuant to Section 2.3(a2.2(a) of the Transfer and Administration Agreement, dated as of March __November 8, 2001 2007 (as amended, modified, or supplemented from time to time, the “"Agreement”"), among the SPV, Arrow ElectronicsThoroughbred Funding, Inc., (the "SPV"), Norfolk Southern Railway Company, individually (“Arrow”the "Originator") and as master servicer initial Servicer, Norfolk Southern Corporation (in such capacity, the “Master Servicer”"NSC"), the parties thereto as “"Conduit Investors,” “Alternate " from time to time party thereto, the "Committed Investors” " from time to time party thereto, the "Managing Agents" from time to time party thereto and “Funding Agents,” JPMorgan Chase Bank, N.A., ("JPMorgan Chase"), as the Administrative Agent for the Investors, as an Agent and Bank of America, National Association, as a national banking association, Managing Agent and the financial institutions from time to time parties hereto as Committed Investors hereby requests that the Conduit Investor(s) effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100% $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [Beginning balance of Investment:[ __________________________________] Reference No.[ Incremental Investment:[________________________________] Ending balance of Investment:[________________________________] Rate Period(s):[________________________________] Account to be credited: Wachovia Bank, National Association ABA: 000000000 Account Number: 2000035260855 Ref: Thoroughbred Funding Inc Norfolk, VA Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 5.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Thoroughbred Funding, Inc. Dated: __________________ By:____________________________ : Name: Title: Exhibit E Form of Blocked Account Agreement See Attached Exhibit F Form of Servicer Report Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that:See Attached

Form of Investment Request. Arrow Electronics Funding Corporation (the “SPV”), pursuant to Section 2.3(a) of the Transfer and Administration Agreement, dated as of March __, 2001 (as amended, modified, or supplemented from time to time, the “Agreement”), among the SPV, Arrow Electronics, Inc., individually (“Arrow”) and as master servicer (in such capacity, the “Master Servicer”), the parties thereto as “Conduit Investors,” “Alternate Investors” and “Funding Agents,” and Bank of America, National Association, a national banking association, effect an Investment from it pursuant to the following instructions: Investment Date:[________________] Investment request is made to: [specify [Conduit Investor] [Alternate Investors] of Related Funding Agent] Investment Amount:[___________________________________]2/ Amount:[___________________________________] At least $5,000,000 and in integral multiples of $1,000,000./ Investment Amount per Funding Agent: Funding Agent Pro Rata Share (rounded) Amount Requested Rate Period Requested (Days) Funding Agent A % $ Funding Agent B % $ Funding Agent C % $ Funding Agent D % $ Funding Agent E % $ Funding Agent F % $ Total 100% $ Account to be credited: [bank name] ABA No.[ _____________________________________] Account No. [_________________________________] Reference No.[ _______________________________] Please credit the above-mentioned account on the Investment Date. Capitalized terms used herein and not otherwise defined herein have the meaning assigned to them in the Agreement. The SPV hereby certifies as of the date hereof that the conditions precedent to such Investment set forth in Section 4.2 5.2 of the Agreement have been satisfied, and that all of the representations and warranties made in Section 4.1 of the Agreement are true and correct on and as of the Investment Date, both before and after giving effect to the Investment. ______________________ 2 At least $5,000,000 and in integral multiples of $1,000,000. ARROW ELECTRONICS FUNDING CORPORATION Dated: __________________ By:____________________________ Name: Title: :Exhibit F-1 #4813-0225-2597v29 Exhibit F-1 Exhibit F Form of Servicer Report Exhibit G-2 #4813-0225-2597v29 Exhibit G-1 Exhibit G Form of SPV Secretary’s Certificate SECRETARY’S CERTIFICATE March __, 2001 I, [__________________], the undersigned [________________] of Arrow Electronics Funding Corporation (the “SPV”), a Delaware corporation, DO HEREBY CERTIFY that: